Compuware (CPWR)

For fiscal 2008, each of the non-employee directors received an
annual retainer of $40,000. In addition, each non-employee
director who is serving as the chairperson of a Board committee
other than the Audit Committee receives an additional annual
retainer of $5,000. The annual retainer for the chair of the
Audit Committee was $10,000. Non-employee directors receive
$2,500 for attending each Board meeting and $1,500 for attending
each committee meeting. We also reimburse non-employee directors
for out-of-pocket expenses they incur for education and for
attending Board and committee meetings.

Directors may defer the receipt of all or a portion of their
cash compensation if the director has made a written election to
do so prior to the end of the previous calendar year. To
facilitate these deferrals, the Board has adopted the 2005
Non-Employee Directors Deferred Compensation Plan (the
Deferred Compensation Plan). The Deferred
Compensation Plan allows directors to defer all or a portion of
their cash compensation in the form of cash or deferred
compensation units (Units), with each Unit
representing one share of common stock. The number of Units
allocated to a directors Deferred Compensation Plan
account is calculated by dividing the amount of fees the
director elects to defer into Units by the fair market value of
a share of Company common stock on the date the fees otherwise
would have been paid. The value of Units in a directors
Plan account (each Unit having a value equal to the fair market
value of one share of the Companys common stock at the
time of distribution), plus interest accrued on the cash in the
account at the U.S. federal funds rate, will be distributed
to the director in a lump sum or according to a schedule, as
elected by the director, beginning on the earliest of the
directors death, the directors disability, a change
in control of the Company, the directors separation from
service or a specified date elected by the director.
Participating directors are also permitted to make withdrawals
in the event of an unforeseeable emergency that
qualifies as a permissible distribution event for purposes of
Section 409A of the Internal Revenue Code.

For fiscal 2007, each of the non-employee directors received an
annual retainer of $40,000. In addition, each non-employee
director who is serving as the chairperson of a Board committee
other than the Audit Committee receives an additional annual
retainer of $5,000. The annual retainer for the chair of the
Audit Committee was $10,000. Non-employee directors receive
$2,500 for attending each Board meeting and $1,500 for attending
each committee meeting. We also reimburse non-employee directors
for out-of-pocket expenses they incur for education and for
attending Board and committee meetings.

Directors may defer the receipt of all or a portion of their
cash compensation if the director has made a written election to
do so prior to the end of the previous calendar year. To
facilitate these deferrals, the Board has adopted the 2005
Non-Employee Directors Deferred Compensation Plan (the
Deferred Compensation Plan). The Deferred
Compensation Plan allows directors to defer all or a portion of
their cash compensation in the form of cash or deferred
compensation units (Units), with each Unit
representing one share of common stock. The number of Units
allocated to a directors Deferred Compensation Plan
account is calculated by dividing the amount of fees the
director elects to

defer into Units by the fair market value of a share of Company
common stock on the date the fees otherwise would have been
paid. The value of Units in a directors Plan account (each
Unit having a value equal to the fair market value of one share
of the Companys common stock at the time of distribution),
plus interest accrued on the cash in the account at the
U.S. federal funds rate, will be distributed to the
director in a lump sum or according to a schedule, as elected by
the director, beginning on the earliest of the directors
death, the directors disability, a change in control of
the Company, the directors separation from service or a
specified date elected by the director. Participating directors
are also permitted to make withdrawals in the event of an
unforeseeable emergency that qualifies as a
permissible distribution event for purposes of Section 409A
of the Internal Revenue Code.